1 Who we are
1.1 We are Wealthcast Ltd, a company registered in England and Wales with company number 17455947 and registered office at 128 City Road, London, United Kingdom, EC1V 2NX. We provide Truecast, cashflow modelling software for financial advisers. In these Terms, "Wealthcast", "we", "us" and "our" refer to Wealthcast Ltd. You can find out more about Truecast at https://truecast.co.uk.
1.2 We are a software company. We are not authorised or regulated by the Financial Conduct Authority, and we do not give financial advice to you or to your clients.
2 These terms
2.1 These terms (the "Terms") set out the agreement between Wealthcast and the business that signs up for Truecast (the "Customer", "you" and "your"). They govern your access to and use of the Truecast website, web application, connectors and the services provided through them (the "Platform").
2.2 These Terms incorporate:
(a) our data processing agreement at https://truecast.co.uk/dpa (the "DPA"), which applies whenever we process personal data on your behalf; and
(b) the order form signed by you and us that refers to these Terms (the "Order Form"), and any later order form, pilot letter or written offer signed by both of us that refers to these Terms (each, like the Order Form, an "Order"). An Order sets out your plan, the number of Authorised Users, any fees payable for the Platform ("Fees"), any Pilot terms and the person we send notices to (your "Notice Contact").
Words defined in the DPA have the same meaning in these Terms.
2.3 If there is a conflict, the DPA prevails on data protection matters (unless an Order expressly amends the DPA), then an Order prevails on the matters it expressly covers, then these Terms.
2.4 These Terms bind you from the start date shown in your Order Form or, if none is shown, from the date on which both of us have signed it (the "Start Date"). The person who signs the Order Form for you confirms they have authority to bind the Customer. If they did not have that authority, you are treated as having accepted these Terms by any later use of your Workspace. Your Authorised Users do not need to accept these Terms themselves.
2.5 Please also read our privacy notice at https://truecast.co.uk/privacy (the "Privacy Notice"). It explains how we use personal data about your Authorised Users and other contacts, where we decide how that data is used.
3 Who can use the Platform
3.1 The Platform is for businesses only. You may use it if you are a business established in the United Kingdom that provides financial advice or financial planning to clients, or that supports a business that does (for example, a paraplanning business). You confirm that you are not entering into these Terms as a consumer.
3.2 The Platform models UK tax and pension rules. It is designed for planning for clients whose affairs are mainly subject to UK rules.
3.3 Each person who uses the Platform on your behalf must be at least 18 years old.
4 Your workspace and Authorised Users
4.1 We will set up a workspace for your firm on the Platform (your "Workspace"). You may allow your employees, partners, contractors and appointed representatives to use your Workspace for your business (your "Authorised Users"), up to any limit in your Order.
4.2 Each Authorised User needs their own login. Logins must not be shared. Your Workspace administrators choose who has access and which role they hold, and must remove access promptly when someone leaves or no longer needs it.
4.3 You are responsible for everything done through your Workspace by your Authorised Users, and for keeping sign-in methods secure. Where your Authorised Users sign in with Microsoft, you are responsible for the security of your Microsoft 365 organisation, including the accounts in it. You must tell us straight away if you think someone has accessed your Workspace without permission.
4.4 You must make sure your Authorised Users comply with these Terms. A breach by an Authorised User is treated as a breach by you.
5 Your obligations
5.1 You may access and use the Platform for your internal business purposes, including preparing financial plans and projections for your own clients, in accordance with these Terms.
5.2 You may not, and must not help anyone else to:
(a) use the Platform for anything that is unlawful, harmful or abusive;
(b) use the Platform in a way that infringes anyone else's rights, including their intellectual property rights or data protection rights;
(c) copy, modify, adapt, translate, republish, download, display, transmit or distribute any part of the Platform, except for Outputs and as these Terms allow;
(d) attempt to or assist anyone to de-compile, disassemble or otherwise reduce to human-readable form any part of the Platform, except to the extent the law allows this and cannot be excluded;
(e) interfere with or disrupt the Platform or the systems or networks used to provide it (for example by introducing viruses, malware or other harmful code, or by load or penetration testing without our written agreement);
(f) resell, sublicense or make the Platform available to anyone other than your Authorised Users, or use it to provide a bureau or hosted service to other firms;
(g) access any part of the Platform to build a product or service which competes with the Platform;
(h) use automated means to access the Platform other than the connectors and tools we provide; or
(i) try to gain unauthorised access to the Platform, to another firm's Workspace, to any account other than your own, or to any of our systems.
5.3 We may check compliance with these Terms, and we may take action if you break them. This includes suspending access for an Authorised User or your Workspace where the Platform has been misused, these Terms have been broken, or suspension is needed to deal with a serious or imminent security risk. Where we suspend access, we will try to keep the suspension proportionate and to let you know as soon as we reasonably can.
6 Your regulatory responsibilities
6.1 Truecast is a software tool. Outputs are not advice or a personal recommendation from us. You, not Wealthcast, are responsible for the advice and services you give your clients, including:
(a) holding and maintaining any authorisation, permission or appointment your business needs;
(b) the suitability of any advice or recommendation, and any suitability report;
(c) your obligations under the FCA Handbook, including the Consumer Duty and your systems and controls and record-keeping obligations;
(d) checking that the assumptions, inputs and settings used in a plan are appropriate for each client;
(e) how you explain projections to your clients; and
(f) any Output you give to a client, including approving it as a financial promotion where that is required and adding your own disclosures.
6.2 You must not describe Truecast or Wealthcast to your clients as the source of your advice, or suggest that Wealthcast has approved or checked any plan or recommendation.
6.3 Your use of the Platform may be an outsourcing arrangement for the purposes of your regulatory obligations. Clause 15 and the DPA set out how we will support your oversight, including information and access rights for you, your auditors and your regulator.
7 Client Data
7.1 "Client Data" means information about your clients and prospective clients, and their families, dependants and other individuals connected to them, that you or your Authorised Users put into the Platform, or that is put into the Platform through a connector at your direction.
7.2 Your Order may limit what you can enter into the Platform, for example to fictional data while you evaluate it. You must keep to any such limit.
7.3 You confirm that:
(a) you have the right to provide the Client Data to us and to have us process it in accordance with these Terms and the DPA;
(b) you have given your clients any privacy information the law requires about your use of the Platform; and
(c) you have a lawful basis, and where needed a condition for processing special category data (for example, health information you record), for the Client Data you enter.
7.4 You are the controller of Client Data and we process it as your processor under the DPA. We will not use Client Data for our own purposes, and we do not use it to train any artificial intelligence model.
8 Pilots
8.1 We may offer you access to the Platform, or to a feature of it, for a limited period to evaluate it (a "Pilot"). The Order will say when the Pilot starts and ends and whether any Fees apply. If it does not say, no Fees are payable for the Pilot.
8.2 Pilot features may be incomplete, may change, and may be withdrawn. During a Pilot we do not promise any level of availability or support, but clause 13.1 (reasonable skill and care) still applies, and we will still keep Client Data secure and comply with the DPA.
8.3 Either of us may end a Pilot at any time by giving the other notice by email. Clauses 17 and 18 (ending these Terms, and what happens when they end) still apply.
8.4 When a Pilot ends, access to your Workspace is suspended until we agree an Order setting Fees or these Terms end. While that suspension continues, you may end these Terms immediately by email.
9 Fees
9.1 Your Order sets the Fees, the number of licences (one for each Authorised User), the billing period, the payment terms and any minimum term. Until an Order sets Fees, the Platform is free and we may start charging only by agreeing an Order with you.
9.2 We invoice Fees in advance for each billing period and send invoices to the billing contact in your Order. You must pay each invoice within the time and by the method your Order sets.
9.3 Fees exclude VAT. Where VAT applies we add it at the rate in force and show it on our invoice.
9.4 If you dispute an invoice, tell us promptly, normally within 14 days of receiving it, and say why. Pay any part you do not dispute. We will work with you to settle it promptly.
9.5 If you pay late, we may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. For non-payment, instead of clause 5.3, we may suspend access if an overdue amount you have not disputed is still unpaid 14 days after you receive a reminder sent to your Notice Contact and billing contact after its due date. The suspension lasts until that amount is paid. While access is suspended you can still ask for a copy of your Client Data under clause 18.2.
9.6 Your Workspace administrators can ask us by email to add or remove licences. A change we confirm by email becomes part of your Order. We charge added licences pro rata from the day they are added, on the next invoice. Removed licences stop being charged from the next billing period, and we do not give credit for part of a period.
9.7 We may change the Fees by emailing your Notice Contact at least the notice your Order sets (or, if it sets none, 60 days) before the change takes effect. A change cannot take effect during a minimum term. You may end these Terms with effect immediately before the change takes effect, by notice we receive before that date, without any early-termination charge.
10 AI assistant connections and AI-prepared drafts
10.1 The Platform can connect, through our connectors, to an AI assistant or other software that uses AI and that you choose and control, such as Microsoft 365 Copilot or a report-writing application (an "AI Assistant"). An Authorised User connects an AI Assistant by signing in and approving the access requested, and can disconnect it at any time. Removing an Authorised User from your Workspace ends their connections. The administrators of your Microsoft 365 organisation can also control which AI Assistants your staff may use.
10.2 When a connection is active, the Platform sends your AI Assistant the Client Data and Outputs that are needed to answer each request, within the permissions the Authorised User approved. Where an Authorised User approves it, this includes the content and charts of a client report, so that your AI Assistant can use them in documents it prepares for you. Your AI Assistant is provided to you by its own provider under your agreement with that provider. It is not part of the Platform, and its provider is not our Subprocessor. You are responsible for choosing it, for the terms on which you use it and for how it handles the information it receives. Before connecting an AI Assistant to Client Data, you must make sure its provider is bound by a contract that meets Article 28(3) of the UK GDPR and does not allow it to use Client Data for its own purposes. Consumer versions of AI assistants may not meet this requirement.
10.3 Within the permissions an Authorised User approves, an AI Assistant can prepare draft client records and proposed plan updates ("Drafts") and can save what-if scenarios. A Draft does not become part of a client's record or plan until an Authorised User has reviewed it and saved or applied it in the Platform. A what-if scenario never changes a client's plan. Drafts and scenarios are composed by your AI Assistant using tools we provide. We are responsible for those tools working as described; we are not responsible for the content your AI Assistant puts in them, which may contain errors, omissions or invented details, even where it looks complete. You are responsible for checking each Draft against your records before saving it, and for checking any scenario before relying on it. A Draft saved by an Authorised User takes effect as if the Authorised User had entered it directly.
10.4 The calculations in the Platform are performed by our own calculation engine, not by an AI model. Report content and charts we send to your AI Assistant are Outputs of the Platform. Anything your AI Assistant says or writes about a plan, including any summary, explanation or document it prepares, and any change it makes to our report content or charts, is generated by your AI Assistant. It is not an Output of the Platform and we are not responsible for it. You are responsible for reviewing any document your AI Assistant prepares before you rely on it or give it to a client.
10.5 We do not guarantee that any AI Assistant will remain compatible with the Platform. We may change, suspend or withdraw a connector where the AI Assistant's provider changes its service, or where we reasonably consider it necessary for security, legal or technical reasons. Where reasonably practicable, we will give you notice first. Losing a connector will not affect your access to the rest of the Platform.
10.6 Nothing on the Platform means that Microsoft or any other AI Assistant provider endorses, certifies or is affiliated with Truecast or Wealthcast.
11 Third-party providers
11.1 The Platform may include, link to, or work alongside content, services or integrations provided by third parties, including sign-in services and AI Assistants ("Third-Party Content"). We do not control Third-Party Content and make no representations or warranties about it. Your use of Third-Party Content is subject to the terms, conditions and policies (including privacy policies) that apply to it.
11.2 We are responsible for the subprocessors we use to provide the Platform, as set out in the DPA.
12 Intellectual property
12.1 We and/or our licensors own all intellectual property rights in and to the Platform, including our calculation engine, assumptions libraries, templates, report designs and documentation. Nothing in these Terms gives you any rights in the Platform, other than the right to use it as set out in these Terms.
12.2 You keep all intellectual property rights you have in the information, data and other content you or your Authorised Users put into the Platform, including Client Data, notes, firm assumption sets and your logo and branding, and any Draft once an Authorised User has saved it (your "Inputs"). You are responsible for the legality, reliability, integrity, accuracy and quality of your Inputs, and for having all the rights, licences and permissions needed to provide them.
12.3 The Platform generates projections, charts, scenarios, comparisons, timelines, plan data, reports and other content from your Inputs ("Outputs"). As between you and us, you own the Outputs. To the extent any intellectual property rights in the Outputs would otherwise belong to us, we assign them to you with effect from the moment they are created. Where that assignment is not effective as a matter of law, we grant you a perpetual, irrevocable, worldwide, royalty-free licence to use the Outputs for any lawful purpose connected with your business. This does not transfer to you any rights in the parts of the Platform that appear in Outputs, such as our report layouts and chart designs, but you may use those as part of the Outputs for your business, including by giving Outputs to your clients.
12.4 You grant us a non-exclusive, non-transferable, royalty-free licence to use your Inputs and Outputs, including through our Subprocessors, to the extent we reasonably need to provide the Platform to you, keep the Platform secure and prevent misuse, and comply with our legal and regulatory obligations. Where your Inputs include personal data, we use them only as the DPA allows. You also permit us to display your firm name, logo and branding in your Workspace and in your Outputs.
12.5 If you give us suggestions or feedback about the Platform, we may use them without restriction or payment, provided we do not identify you or disclose your Confidential Information.
12.6 We may collect information about how the Platform is used and performs, such as counts of records, AI Assistant requests, error reports, problem reports your Authorised Users send us and security logs ("Service Data"). Service Data is not intended to include Client Data; if Client Data appears in it, for example in an error report or a problem report, we treat it as Client Data under the DPA. We may use Service Data to operate, secure, support and improve the Platform, as described in the Privacy Notice. We will only share Service Data outside Wealthcast and our service providers in an aggregated form that does not identify you, your Authorised Users or your clients.
13 Availability and support
13.1 We will use reasonable skill and care to provide the Platform. We aim to make it available at all times, but we do not guarantee that it will be uninterrupted or error-free. We may need to take the Platform offline for maintenance, updates and security work. We will try to do this outside UK business hours and to give notice of planned downtime where we can.
13.2 We provide support by email at support@truecast.co.uk during UK business hours (9:00 to 17:30, Monday to Friday, excluding public holidays in England). Support helps you use the Platform. We do not review your clients' plans, comment on suitability or check assumptions for a particular client.
13.3 We use our hosting provider's point-in-time restore to recover the Platform's data after an incident. Backups are not an archive or export service for you.
14 Confidentiality
14.1 "Confidential Information" means information that one of us discloses to the other in connection with these Terms that is marked as confidential or that a reasonable person would understand to be confidential. It includes your Inputs and Client Data, and non-public information about the Platform, our security and our pricing.
14.2 Each of us will keep the other's Confidential Information confidential, use it only to perform or receive the benefit of these Terms, and disclose it only to our employees, contractors, Subprocessors, professional advisers and insurers who need to know it and are bound by confidentiality duties at least as protective as this clause. Disclosing Client Data to an AI Assistant as you instruct under clause 10 is not a breach of this clause.
14.3 This clause does not apply to information that is or becomes public other than through a breach of these Terms, that the recipient already had or independently developed, or that it received lawfully from someone else without a duty of confidence. Either of us may disclose Confidential Information where required by law, a court or a regulator, including the FCA, and will tell the other where the law allows.
14.4 We will not name you as a customer or use your logo in our marketing without your written permission.
15 Information, audit and regulatory access
15.1 We will give you information that you reasonably request to oversee your use of the Platform and meet your regulatory obligations, including a description of our security measures, our subprocessors and where Client Data is stored.
15.2 We will cooperate with the FCA and any other regulator with authority over you in connection with your use of the Platform, and give you, your auditors and that regulator access to relevant information, premises and personnel as the DPA sets out.
15.3 We will tell you promptly about any development that may have a material effect on our ability to provide the Platform effectively and in line with the law, including a change of control of Wealthcast, an insolvency event, a serious security incident or a change to the country in which Client Data is stored.
16 Limitation of liability
16.1 Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded or limited by law. Nothing in this clause 16 limits your obligation to pay Fees.
16.2 Except as expressly set out in these Terms, all warranties, representations, conditions and all other terms of any kind implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
16.3 Neither of us is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:
(a) loss of profits, revenue, business, contracts or anticipated savings;
(b) loss of goodwill or reputation;
(c) business interruption; or
(d) indirect or consequential loss,
in each case arising under or in connection with these Terms.
16.4 We are not liable for:
(a) any advice, recommendation or service you give your clients, or any decision you or they make, except to the extent the loss is caused by a failure of the Platform to perform as clause 13.1 requires, in which case our liability is subject to clauses 16.3 and 16.5;
(b) the inputs, assumptions or other content an AI Assistant places in any Draft or scenario, any other content produced by an AI Assistant, or any act or omission of an AI Assistant or its provider;
(c) errors in Outputs caused by inaccurate, incomplete or inappropriate Inputs or assumptions chosen by you; or
(d) any loss caused by your failure to follow these Terms, including clause 7.2.
16.5 Subject to clauses 16.1 and 16.6, our total aggregate liability to you arising under or in connection with these Terms (including any claim for contribution or indemnity relating to Customer Personal Data) in each Contract Year is limited to the greater of: (a) the Fees paid and payable by you for the Platform in that Contract Year; and (b) £25,000. A "Contract Year" is each 12-month period starting on the Start Date or an anniversary of it.
16.6 Your Order may set a separate limit on our liability for breach of the DPA, clause 14 (Confidentiality) or data protection law. If it does, those claims are subject to that limit instead of, and do not count towards, the limit in clause 16.5. If it does not, those claims fall within the limit in clause 16.5.
16.7 Subject to clause 16.1, your total aggregate liability to us in each Contract Year, other than for Fees, is limited to the greater of: (a) the Fees paid and payable by you in that Contract Year; and (b) £25,000. This does not limit your liability for breach of clauses 5.2(d), 5.2(g), 5.2(i), 7.2 or 7.3.
16.8 You will indemnify us against claims brought against us by your clients arising from your advice, your Inputs or your use of Outputs, except to the extent the claim is caused by our breach of these Terms. This indemnity is subject to the limit in clause 16.7.
17 Term and termination
17.1 These Terms start on the Start Date and continue until ended under this clause 17. Any minimum term and renewal arrangements for a paid plan are set out in your Order.
17.2 You may end these Terms at any time by giving us 30 days' notice by email. If your Order sets a minimum term, the end date cannot be earlier than the end of that term unless your Order says otherwise, but you may give notice during the term. Fees are settled under clause 18.3(d).
17.3 We may end these Terms by giving you at least 90 days' notice by email. If we do, we will refund any Fees you have paid for the period after termination.
17.4 Either of us may end these Terms immediately by notice if the other:
(a) commits a material breach that cannot be put right, or does not put right a material breach within 30 days of being asked to; or
(b) becomes insolvent, enters administration, liquidation or a voluntary arrangement with creditors, has a receiver appointed, or stops or threatens to stop trading.
17.5 We may also suspend or end these Terms immediately if we must do so to comply with the law, or if immediate suspension is needed for security reasons and we cannot give notice. Where we suspend, we will try to keep the suspension proportionate and time-limited and will tell you why as soon as we reasonably can.
17.6 If we decide to stop providing the Platform altogether, we will give you at least 90 days' notice and refund any Fees you have paid for the period after the Platform stops.
17.7 We will keep arrangements in place designed to make sure that, if we stop trading or become insolvent, you can still obtain a copy of your Client Data for at least 30 days.
18 Exporting your data and what happens when these Terms end
18.1 While these Terms are in force, you can download Client Data and Outputs using the export tools available in the Platform at the time.
18.2 On request made before, or within 30 days after, these Terms end, we will also provide a copy of your Client Data in a commonly used, machine-readable format.
18.3 When these Terms end:
(a) all rights granted under these Terms end and your Authorised Users must stop using the Platform;
(b) we will keep your Workspace available read-only, at no charge, for 30 days so you can export your data, unless you ask us to delete it sooner;
(c) after that period we will delete Client Data, or return it and then delete it if you ask, as clause 12 of the DPA sets out, unless the law requires us to keep it; and
(d) Fees for periods up to the end date remain payable. We will adjust invoices and refund Fees paid for days after the end date, subject to any early-termination payment expressly agreed in your Order.
18.4 The provisions of clauses 6, 7.3, 7.4, 12, 14, 15, 16, 18, 20.8 and 21, and any other provisions which by their nature are intended to survive, survive the end of these Terms.
19 Changes to the Platform and to these Terms
19.1 We may amend the Platform, for example by adding or removing features. Where a change will materially reduce the functionality you rely on, we will try to give you at least 30 days' notice. There may be urgent situations (such as preventing abuse, responding to legal requirements, or addressing security and operability issues) where giving advance notice is not feasible.
19.2 We may amend these Terms or the DPA to reflect changes in the Platform, for security or legal reasons, or for safety and abuse prevention. We will email notice of the change to your Notice Contact at least 30 days before it takes effect and publish the updated version on our website. Where a change is required by law or needed for security reasons, we will give as much notice as we reasonably can, which may be less than 30 days.
19.3 Except as clauses 9.6 and 9.7 allow, we will not change the Fees, the number of Authorised Users, a limit of liability set in an Order or any other term of an Order without your written agreement.
19.4 If a change under clause 19.1 or 19.2 materially disadvantages you, you may end these Terms by notice before the change takes effect (or, where we gave less than 30 days' notice, within 30 days after our notice), and we will refund any Fees you have paid for the period after termination. Otherwise the change applies from the date given in our notice.
20 General terms
20.1 Entire agreement. These Terms, the DPA and any Order are the whole agreement between us about the Platform. Each of us confirms we have not relied on any statement not set out in them. Answers we give in security questionnaires, due diligence or demonstrations are not contractual unless they are included in an Order. This does not limit liability for fraudulent misrepresentation.
20.2 Your terms do not apply. Any terms you put forward, for example on a purchase order or in a supplier onboarding form, do not apply unless expressly accepted in a document signed on our behalf that refers to this clause.
20.3 Events outside our control. Neither of us is liable for delay or failure caused by events beyond our reasonable control, such as the failure of a hosting or network provider, but we will each take reasonable steps to reduce the effect. This does not excuse our obligations under the DPA, including our responsibility for our Subprocessors.
20.4 Delay. Even if we delay in enforcing these Terms, we can still enforce them later.
20.5 Severance. If a court or other authority decides that some of these Terms are unlawful, the rest will continue to apply.
20.6 Transfer. We can transfer our contract with you to another organisation that takes over the Platform. We will tell you in writing if this happens and will make sure the transfer does not reduce your rights or the protection of Client Data. You can only transfer your contract with us to someone else if we agree in writing, which we will not unreasonably refuse on a sale of your business.
20.7 Third parties. Nobody else has any rights under these Terms, and nobody else can enforce them. This includes your clients and your Authorised Users.
20.8 Notices. We send notices to your Notice Contact as clause 22.2 sets out. You may send notices to support@truecast.co.uk or to Wealthcast Ltd, 128 City Road, London, United Kingdom, EC1V 2NX.
21 Governing law and disputes
21.1 These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the law of England and Wales.
21.2 The courts of England and Wales have exclusive jurisdiction over any such dispute or claim. Before starting proceedings, each of us will try in good faith to resolve the dispute through discussion between senior people for at least 30 days, except where urgent relief is needed.
22 How to contact us
22.1 You can contact us by emailing support@truecast.co.uk or by writing to Wealthcast Ltd, 128 City Road, London, United Kingdom, EC1V 2NX.
22.2 We send notices under these Terms and the DPA by email to your Notice Contact. You can change your Notice Contact by emailing support@truecast.co.uk. A notice sent by email is treated as received on the next working day after it is sent.
Company details. Truecast is provided by Wealthcast Ltd, registered in England and Wales under company number 17455947. Registered office: 128 City Road, London, United Kingdom, EC1V 2NX. ICO registration number ZC253434.